Endorsement Split Dollar Agreement with Michael G. Carlton



 Exhibit 10(xiii) 
  
 CRESCENT STATE BANK 
 ENDORSEMENT SPLIT DOLLAR AGREEMENT 
  
 THIS ENDORSEMENT SPLIT
DOLLAR AGREEMENT (this “Agreement”) is entered into as of this 1st day of October, 2003 by and between Crescent State Bank, a North Carolina-chartered commercial bank located in Cary, North Carolina (the “Bank”), and Michael G. Carlton, its Chief Executive Officer (the
“Executive”). This Agreement shall append the Split Dollar Policy Endorsement entered into on even date herewith or as subsequently amended, by and between the aforementioned parties. 
  
 To encourage the Executive to remain an employee of the Bank, the Bank is
willing to divide the death proceeds of a life insurance policy on the Executive’s life. The Bank will pay life insurance premiums from its general assets. 
  

The Bank and the Executive agree as set forth herein. 
  
 Article 1 
 General Definitions

  
 Capitalized terms not otherwise defined in this Agreement
are used herein as defined in the Salary Continuation Agreement dated as of the date of this Agreement between the Bank and the Executive. The following terms shall have the meanings specified: 
  
 1.1 Administrator means the administrator described in Article 7.

  
 1.2 Executive’s Interest means the benefit
set forth in Section 2.2. 
  
 1.3 Insured means the
Executive. 
  
 1.4 Insurer means each life insurance
carrier in which there is a Split Dollar Policy Endorsement attached to this Agreement. 
  
 1.5 Net Death Proceeds means the total death proceeds of the Policy minus the cash surrender value. 
  
 1.6 Policy means the specific life insurance policy or policies issued by the Insurer(s). 
  
 1.7 Split Dollar Policy Endorsement means the form required by the
Administrator or the Insurer to indicate the Executive’s interest, if any, in a Policy on such Executive’s life. 
  
 Article 2 
 Policy Ownership/Interests

  
 2.1 Bank Ownership. The Bank is the sole owner of
the Policy and shall have the right to exercise all incidents of ownership. The Bank shall be the beneficiary of the remaining death proceeds of the Policy after the Executive Interest has been paid according to Section 2.2 below. 







 2.2 Executive=s Interest. The Executive shall have the right to designate the beneficiary
of the Executive=s Interest. If at the time of Termination of Employment the Executive is entitled to benefits under the Salary Continuation Agreement in effect at the time of Termination of Employment, or if Termination of Employment occurs because
of the Executive=s death (except under Section 5.2 of the Salary Continuation Agreement), then the beneficiary designated in accordance with the Split Dollar Policy Endorsement shall be entitled to 80% of the Net Death Proceeds (the AExecutive=s
Interest@). The Executive or the Executive=s transferee shall also have the right to elect and change settlement options that may be permitted for the Executive=s Interest. 
  
 2.3 Option to Purchase. Upon termination of this Agreement, the Bank shall not sell, surrender or transfer ownership
of the Policy without first giving the Executive or the Executive=s transferee the option to purchase the Policy for a period of 60 days from written notice of such intention. The purchase price shall be an amount equal to the cash surrender value
of the Policy. 
  
 2.4 Comparable Coverage. The Bank may
replace the Policy with a comparable insurance policy to cover the benefit provided under this Agreement, in which case the Bank and the Executive shall execute a new Split Dollar Policy Endorsement for the comparable insurance policy. 

 
 2.5 Internal Revenue Code Section 1035 Exchanges. The Executive
recognizes and agrees that the Bank may after this Split Dollar Agreement is adopted wish to exchange the Policy of life insurance on the Executive=s life for another contract of life insurance insuring the Executive=s life. Provided that the Policy
is replaced (or intended to be replaced) with a comparable policy of life insurance, the Executive agrees to provide medical information and cooperate with medical insurance-related testing required by a prospective insurer for implementing the
Policy or, if necessary, for modifying or updating to a comparable insurer. 
  
 Article 3 
 Premiums 
  
 3.1 Premium Payment. The Bank shall pay any premiums due on the Policy. 
  
 3.2 Economic Benefit. The Administrator shall annually determine the
economic benefit attributable to the Executive based on the amount of the current term rate for the Executive=s age multiplied by the aggregate death benefit payable to the Executive=s beneficiary. The Acurrent term rate@ is the minimum amount
required to be imputed under applicable Internal Revenue Service authority. 
  

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 3.3 Imputed Income. The Bank shall impute the economic benefit to the Executive on an annual
basis. 
  
 Article 4 
 Assignment 
  
 The Executive may irrevocably assign without consideration all of the Executive=s Interest in this Agreement to any person, entity, or trust established
by the Executive or the Executive=s spouse. If the Executive transfers all of the Executive=s Interest, then all of the Executive=s Interest in the Agreement shall be vested in the Executive=s transferee, who shall be substituted as a party
hereunder and the Executive shall have no further interest in this Agreement. 
  
 Article 5 
 Insurer 
  
 The Insurer shall be bound only by the terms of the Policy. Any payments the Insurer makes or actions it takes in accordance
with the Policy shall fully discharge it from all claims, suits and demands of all entities or persons. The Insurer shall not be bound by or be deemed to have notice of the provisions of this Agreement. 
  
 Article 6 
 Claims and Review Procedures 
  
 6.1 Claims Procedure. Any person or entity who has not received benefits under this Agreement that he or she believes should be paid (the Aclaimant@) shall make a claim for such benefits as follows: 

 
 6.1.1 Initiation B Written Claim. The
claimant initiates a claim by submitting to the Administrator a written claim for the benefits. 
  
 6.1.2 Timing of Administrator Response. The Administrator shall respond to such claimant within 90 days after receiving the claim.
If the Administrator determines that special circumstances require additional time for processing the claim, the Administrator can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the
initial 90-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Administrator expects to render its decision. 
  

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 6.1.3 Notice of Decision. If the Administrator denies part or all of the claim,
the Administrator shall notify the claimant in writing of such denial. The Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth: 
  

	 	(a)	The specific reasons for the denial, 

  

	 	(b)	A reference to the specific provisions of this Agreement on which the denial is based, 

  

	 	(c)	A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed, 

  

	 	(d)	An explanation of the Agreement=s review procedures and the time limits applicable to such procedures, and 

  

	 	(e)	A statement of the claimant=s right to bring a civil action under ERISA section 502(a) following an adverse benefit determination on review. 

  
 6.2 Review Procedure. If the Administrator denies part or all of the
claim, the claimant shall have the opportunity for a full and fair review by the Administrator of the denial, as follows: 
  
 6.2.1 Initiation B Written Request. To initiate the review, within 60 days after receiving the Administrator=s notice of
denial the claimant must file with the Administrator a written request for review. 
  
 6.2.2 Additional Submissions B Information Access. The claimant shall then have the opportunity to submit written comments,
documents, records and other information relating to the claim. Upon request and free of charge, the Administrator shall also provide the claimant reasonable access to, and copies of, all documents, records and other information relevant (as defined
in applicable ERISA regulations) to the claimant=s claim for benefits. 
  
 6.2.3 Considerations on Review. In considering the review, the Administrator shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such
information was submitted or considered in the initial benefit determination. 
  
 6.2.4 Timing of Administrator Response. The Administrator shall respond in writing to such claimant within 60 days after receiving the request for review. If the Administrator determines that special
circumstances require additional time for processing the claim, the Administrator can extend the response period by an additional 60 days by notifying the claimant in writing, prior to the end of the initial 60-day period, that an additional period
is required. The notice of extension must set forth the special circumstances and the date by which the Administrator expects to render its decision. 
  

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 6.2.5 Notice of Decision. The Administrator shall notify the claimant in writing
of its decision on review. The Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth: 
  

	 	(a)	The specific reasons for the denial, 

  

	 	(b)	A reference to the specific provisions of the Agreement on which the denial is based, 

  

	 	(c)	A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as
defined in applicable ERISA regulations) to the claimant=s claim for benefits, and 

  

	 	(d)	A statement of the claimant=s right to bring a civil action under ERISA section 502(a). 

  
 Article 7 
 Administration of Agreement 
  
 7.1
Administrator Duties. This Agreement shall be administered by an Administrator, which shall consist of the board or such committee as the board shall appoint. The Executive may be a member of the Administrator. The Administrator shall also
have the discretion and authority to (a) make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Agreement and (b) decide or resolve any and all questions, including interpretations of this Agreement,
as may arise in connection with the Agreement. 
  
 7.2
Agents. In the administration of this Agreement, the Administrator may employ agents and delegate to them such administrative duties as it sees fit (including acting through a duly appointed representative) and may from time to time consult
with counsel, who may be counsel to the Bank. 
  
 7.3 Binding
Effect of Decisions. The decision or action of the Administrator with respect to any question arising out of or in connection with the administration, interpretation, and application of this Agreement and the rules and regulations promulgated
hereunder shall be final and conclusive and binding upon all persons having any interest in the Agreement. 
  
 7.4 Indemnity of Administrator. The Bank shall indemnify and hold harmless the members of the Administrator against any and all claims, losses,
damages, expenses, or liabilities arising from any action or failure to act with respect to this Agreement, except in the case of willful misconduct by the Administrator or any of its members. 
  
 7.5 Information. To enable the Administrator to perform its functions,
the Bank shall supply full and timely information to the Administrator on all matters relating to the date and circumstances of the retirement, death, or Termination of Employment of the Executive and such other pertinent information as the
Administrator may reasonably require. 
  

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 Article 8 
 Miscellaneous 
  
 8.1
Binding Effect. This Agreement shall bind the Executive and the Bank and their beneficiaries, survivors, executors, administrators, and transferees, and any Policy beneficiary. 
  
 8.2 Amendment and Termination of Agreement. This Agreement may be amended or terminated solely by a written agreement
signed by the Bank and the Executive. However, this Agreement will automatically terminate and the Executive=s Interest shall be forfeited if benefits under the Salary Continuation Agreement are neither paid nor payable because of termination under
Article 5 of the Salary Continuation Agreement. This Agreement shall also terminate upon the occurrence of any one of the following: 
  

	 	(a)	Surrender, lapse, or other termination of the Policy by the Bank, or 

  

	 	(b)	Distribution of the death benefit proceeds in accordance with Section 2.2 above. 

  
 8.3 Successors; Binding Agreement. By an assumption agreement in form and substance satisfactory to the Executive,
the Bank shall require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Bank to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Bank would be required to perform this Agreement if no succession had occurred. The Bank=s failure to obtain such an assumption agreement before succession becomes effective shall be considered a breach of the
Agreement and shall entitle the Executive to the Change-in-Control benefit payable under Section 2.4 of the Salary Continuation Agreement between the Bank and the Executive. 
  
 8.4 No Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the
Executive the right to remain an employee of the Bank, nor does it interfere with the Bank=s right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive=s right to terminate
employment at any time. 
  
 8.5 Applicable Law. This
Agreement and all rights hereunder shall be governed by and construed according to the laws of the State of North Carolina, except to the extent preempted by the laws of the United States of America. 
  
 8.6 Entire Agreement. This Agreement and the Salary Continuation
Agreement constitute the entire agreement between the Bank and the Executive as to the subject matter hereof. No rights are granted to the Executive by this Agreement other than those specifically set forth herein. 
  

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 8.7 Severability. If for any reason any provision of this Agreement is held invalid, such
invalidity shall not affect any other provision of this Agreement not held invalid, and each such other provision shall continue in full force and effect to the full extent consistent with law. If any provision of this Agreement is held invalid in
part, such invalidity shall not affect the remainder of the provision not held invalid, and the remainder of the provision together with all other provisions of this Agreement shall continue in full force and effect to the full extent consistent
with law. 
  
 8.8 Headings. Caption headings and
subheadings herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any provision of this Agreement. 
  
 8.9 Notices. All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given if
delivered by hand or mailed, certified or registered mail, return receipt requested, with postage prepaid, to the following addresses or to such other address as either party may designate by like notice. 
  

	 	(a)	If to the Bank, to: 

 Board of Directors 
 Crescent State Bank 
 1005 High House Road

 P.O. Box 5809 
 Cary, North
Carolina 27513 
  

	 	(b)	If to the Executive, to: 

 Michael G. Carlton 

Crescent State Bank 
 1005 High House Road

 P.O. Box 5809 
 Cary, North
Carolina 27513 
  
 and to such other or additional person or persons as either
party shall have designated to the other party in writing by like notice. 
  
 IN WITNESS WHEREOF, the Executive and a duly authorized representative of the Bank have executed this Agreement as of the date first written above.

  

			
	EXECUTIVE:	 	BANK:
	 	 	 Crescent State Bank

		
	 /s/    Michael G. Carlton

	 	 By: /s/    Bruce I. Howell


	 Michael G. Carlton
	 	 
	 	 	 Its: Chairman

		
	 	 	 And By: /s/    Bruce W. Elder

		
	 	 	 Its: Senior Vice President


  

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 AGREEMENT TO COOPERATE WITH
INSURANCE UNDERWRITING INCIDENT TO INTERNAL REVENUE CODE SECTION 1035 EXCHANGE 
  
 I acknowledge that I have read the Endorsement Split Dollar Agreement and
agree to be bound by its terms, particularly the covenant on my part set forth in section 2.5 of the Endorsement Split Dollar Agreement to provide medical information and cooperate with medical insurance-related testing required by an insurer to
issue a comparable insurance policy to cover the benefit provided under this Endorsement Split Dollar Agreement. 
  

			
	  

	 	 
	 Witness
	 	 Executive



	

  
  

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 SPLIT DOLLAR POLICY ENDORSEMENT

  

			
	 Insured: Michael G. Carlton
	 	 Insurer:

	 Policy No.
	 	 

  
 Pursuant to the terms
of the Crescent State Bank Endorsement Split Dollar Agreement dated as of October 1, 2003, the undersigned Owner requests that the above-referenced policy issued by the Insurer provides for the following beneficiary designation and limited contract
ownership rights to the Insured: 
  
 1. Upon the death of the
Insured, proceeds shall be paid in one sum to the Owner, its successors or assigns, to the extent of its interest in the policy. It is hereby provided that the Insurer may rely solely upon a statement from the Owner as to the amount of proceeds it
is entitled to receive under this paragraph. 
  
 2. Any proceeds
at the death of the Insured in excess of the amount paid under the provisions of the preceding paragraph shall be paid in one sum to: 
  

	
	  
  


	PRIMARY BENEFICIARY, RELATIONSHIP/SOCIAL SECURITY NUMBER
	 
	  


	CONTINGENT BENEFICIARY, RELATIONSHIP/SOCIAL SECURITY NUMBER

  
 The exclusive right to change the
beneficiary for the proceeds payable under this paragraph, to elect any optional method of settlement for the proceeds paid under this paragraph which are available under the terms of the policy and to assign all rights and interests granted under
this paragraph are hereby granted to the Insured. The sole signature of the Insured shall be sufficient to exercise said rights. The Owner retains all contract rights not granted to the Insured under this paragraph. 
  
 3. It is agreed by the undersigned that this designation and limited
assignment of rights shall be subject in all respects to the contractual terms of the policy. 
  
 4. Any payment directed by the Owner under this endorsement shall be a full discharge of the Insurer, and such discharge shall be binding on all parties claiming any interest under the policy. 
  
 The undersigned for the Owner is signing in a representative capacity and
warrants that he or she has the authority to bind the entity on whose behalf this document is being executed. 
  
 Signed at                     , North Carolina,
this          day of                     , 200     . 
  

			
	 INSURED:
	 	 OWNER:

	 	 	 Crescent State Bank

		
	  

	 	 By:


	 Michael G. Carlton
	 	 
	 	 	 Its:









 SPLIT DOLLAR POLICY ENDORSEMENT

  

			
	 Insured: Michael G. Carlton
	 	 Insurer:

	 Policy No.
	 	 

  
 Pursuant to the terms
of the Crescent State Bank Endorsement Split Dollar Agreement dated as of October 1, 2003, the undersigned Owner requests that the above-referenced policy issued by the Insurer provide for the following beneficiary designation and limited contract
ownership rights to the Insured: 
  
 1. Upon the death of the
Insured, proceeds shall be paid in one sum to the Owner, its successors or assigns, to the extent of its interest in the policy. It is hereby provided that the Insurer may rely solely upon a statement from the Owner as to the amount of proceeds it
is entitled to receive under this paragraph. 
  
 2. Any proceeds
at the death of the Insured in excess of the amount paid under the provisions of the preceding paragraph shall be paid in one sum to: 
  

	
	  
  


	PRIMARY BENEFICIARY, RELATIONSHIP/SOCIAL SECURITY NUMBER
	 
	  


	CONTINGENT BENEFICIARY, RELATIONSHIP/SOCIAL SECURITY NUMBER

  
 The exclusive right to change the
beneficiary for the proceeds payable under this paragraph, to elect any optional method of settlement for the proceeds paid under this paragraph which are available under the terms of the policy and to assign all rights and interests granted under
this paragraph are hereby granted to the Insured. The sole signature of the Insured shall be sufficient to exercise said rights. The Owner retains all contract rights not granted to the Insured under this paragraph. 
  
 3. It is agreed by the undersigned that this designation and limited
assignment of rights shall be subject in all respects to the contractual terms of the policy. 
  
 4. Any payment directed by the Owner under this endorsement shall be a full discharge of the Insurer, and such discharge shall be binding on all parties claiming any interest under the policy. 
  
 The undersigned for the Owner is signing in a representative capacity and
warrants that he or she has the authority to bind the entity on whose behalf this document is being executed. 
  
 Signed at                     , North Carolina,
this          day of                     , 200     . 
  

			
	 INSURED:
	 	 OWNER:

	 	 	 Crescent State Bank

		
	  

	 	 By:


	 Michael G. Carlton
	 	 
	 	 	 Its:


  

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